On June 20, 2012, the U.S. Securities and Exchange Commission (the "SEC") adopted final rules1 (the "Final Rules") to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") concerning the independence of compensation committees, the engagement and independence of compensation advisers and new proxy statement disclosures regarding compensation consultants

The House of Representatives yesterday voted 380-41 to approve the Jumpstart Our Business Startups Act (H.R. 3606) (the "JOBS Act"), which was previously approved by the Senate by a vote of 73-26. The JOBS Act is now headed to President Obama, who is expected to sign it into law.

On December 9, 2008, the staff at the SEC (the “Staff”) released their Financial Reporting Manual which includes the recent changes in reporting for acquisitions by blind pool non-exchange traded REITs summarized in our May 29, 2008 REIT Alert “SEC Seeks Improved Disclosure by Non-Exchange Traded REITs.”

Not long ago, corporate coffers were flush with cash and activist shareholders were insisting that companies distribute cash rather than retain it to fund growth or future operations. Today, cash is precious.

As previously described in our Public Company Advisory “Shelf Registration Statements Begin Expiring in December” (July 14, 2008), some Form S-3 registration statements will begin to expire at the end of November under SEC Rule 415(a)(5), which limits the “shelf life” of some shelf registration statements to three years.

The Financial Industry Regulatory Authority (“FINRA”) has proposed and is requesting comment on “Proposed Research Registration and Conflict of Interest Rules” (Regulatory Notice 08-55), which would liberalize existing rules restricting the issuance of analyst research around initial public offerings and secondary offerings.

We recently approached the staff of the SEC’s Division of Corporation Finance (the “Staff”) on behalf of a number of our Real Estate Investment Trust (“REIT”) clients seeking clarification as to the application of Rule 415(a)(1)(iv).

At the NAREIT Law and Accounting Conference on March 20, 2008, Karen Garnett, Assistant Director in the SEC’s Division of Corporate Finance, announced that the staff at the SEC (the "Staff") has begun to issue comments requiring real estate companies to provide detailed descriptions of material properties and disclose property operating data in their Form 10-Ks.

The SEC recently adopted an amendment to its rules that govern when a company must include stockholder proposals in its proxy statement. The amendment, which codifies existing SEC interpretations, permits companies to exclude from their proxy statements stockholder proposals relating to "a nomination or an election for membership on the company’s board of directors or analogous governing body or a procedure for such nomination or election."

On December 14, 2007, the SEC issued a proposal to amend Form S-11 to allow a registrant to incorporate by reference historical information from reports and documents previously filed under the Securities Exchange Act of 1934.